PENTAIR plc 10-Q for FY2026 Q3
PENTAIR plc (PNR)
10-Q
2026-10-27
For: 2026-09-30
View Original
Added on
October 27, 2026
About this 10-Q
PENTAIR plc filed this 10-Q on October 27, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Pentair acquired Taco on October 1, 2026 for $1.425 billion and reported third-quarter net sales down 4.5%; Pool sales fell 17.7% as channel inventory destocking was completed. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $976.4M
- down 4.5% from $1.02B a year earlier
- Net income
- $145.1M
- down 21.3% from net income of $184.3M a year earlier
- Diluted EPS
- $0.91
- down 18.8% from $1.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the Quarterly Period Ended September 30, 2026 | |||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number: 001-11625
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| (Address of principal executive offices) | |||||||||||||||||||||||
Registrant’s telephone number, including area code: 44 -74 -9421-6154
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
On September 30, 2026, 159,654,682 shares of registrant’s common stock were outstanding.
Pentair plc and Subsidiaries
| Page | ||||||||
| PART I FINANCIAL INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| PART II OTHER INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
| Three months ended | Nine months ended | ||||||||||||||||
| In millions, except per-share data | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross profit | |||||||||||||||||
Selling, general and administrative | |||||||||||||||||
Research and development | |||||||||||||||||
| Operating income | |||||||||||||||||
| Other expense | |||||||||||||||||
| Loss on sale of business | |||||||||||||||||
| Net interest expense | |||||||||||||||||
| Other expense | |||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net income from continuing operations | |||||||||||||||||
| Income from discontinued operations, net of tax | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Comprehensive income, net of tax | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Changes in cumulative translation adjustment | ( | ( | |||||||||||||||
| Changes in market value of derivative financial instruments, net of tax | ( | ||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||
Earnings per ordinary share | |||||||||||||||||
| Basic | |||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||
| Discontinued operations | |||||||||||||||||
| Basic earnings per ordinary share | $ | $ | $ | $ | |||||||||||||
| Diluted | |||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||
| Discontinued operations | |||||||||||||||||
| Diluted earnings per ordinary share | $ | $ | $ | $ | |||||||||||||
| Weighted average ordinary shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
Pentair plc and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||
| In millions, except per-share data | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Accounts receivable, net of allowances of $ | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Other assets | ||||||||
| Goodwill | ||||||||
| Intangibles, net | ||||||||
| Other non-current assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Employee compensation and benefits | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Other liabilities | ||||||||
| Long-term debt | ||||||||
| Pension and other post-retirement compensation and benefits | ||||||||
| Deferred tax liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 16) | ||||||||
| Equity | ||||||||
Ordinary shares $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
4
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine months ended | ||||||||
| In millions | September 30, 2026 | September 30, 2025 | ||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
Income from discontinued operations, net of tax | ( | |||||||
| Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities | ||||||||
| Equity income of unconsolidated subsidiaries | ( | ( | ||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Deferred income taxes | ||||||||
Loss on sale of business | ||||||||
| Share-based compensation | ||||||||
| Asset impairment and write-offs | ||||||||
| Amortization of bridge financing fees | ||||||||
| Changes in assets and liabilities, net of effects of business acquisitions | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( | ( | ||||||
| Other current assets | ( | ( | ||||||
| Accounts payable | ( | |||||||
| Employee compensation and benefits | ( | ( | ||||||
| Other current liabilities | ||||||||
| Other non-current assets and liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Capital expenditures | ( | ( | ||||||
Purchase of investments | ( | |||||||
| Proceeds from sale of property and equipment | ||||||||
| Acquisitions, net of cash acquired | ( | |||||||
| Other | ( | |||||||
| Net cash used for investing activities | ( | ( | ||||||
| Financing activities | ||||||||
Net repayments of short-term borrowings | ( | |||||||
| Net (repayments) borrowings of revolving long-term debt | ( | |||||||
| Proceeds from long-term debt | ||||||||
| Repayments of long-term debt | ( | ( | ||||||
| Debt issuance costs | ( | ( | ||||||
| Payment of contingent consideration | ( | |||||||
| Shares issued to employees, net of shares withheld | ( | ( | ||||||
| Repurchases of ordinary shares | ( | ( | ||||||
| Dividends paid | ( | ( | ||||||
| Net cash used for financing activities | ( | ( | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||
| Change in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
5
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Changes in Equity (Unaudited)
| In millions | Ordinary shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive (loss) income | Total | ||||||||||||||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of cancellations | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares surrendered by employees to pay taxes | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Balance - March 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of cancellations | ( | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares surrendered by employees to pay taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of cancellations | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares surrendered by employees to pay taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
6
| In millions | Ordinary shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive (loss) income | Total | ||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | — | — | — | |||||||||||||||||||
| Issuance of restricted shares, net of cancellations | — | — | — | — | |||||||||||||||||||
| Shares surrendered by employees to pay taxes | ( | — | ( | — | — | ( | |||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||
Balance - March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | ( | — | — | ( | ||||||||||||||||||
| Issuance of restricted shares, net of cancellations | ( | — | — | — | — | ||||||||||||||||||
| Shares surrendered by employees to pay taxes | — | — | ( | — | — | ( | |||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||
Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||
| Exercise of options, net of shares tendered for payment | — | — | — | ||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
7
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
1.Basis of Presentation and Responsibility for Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” or “Pentair”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) can be condensed or omitted.
We are responsible for the unaudited condensed consolidated financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.
Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business. As a result of this reorganization, our legacy residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged. The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition. These changes have no impact on the Company’s historical consolidated financial performance or results of operations.
Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.
2.Revenue
We disaggregate our revenue from contracts with customers by reportable segment, geographic location and vertical market, as we believe these factors best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Refer to Note 15 for revenue disaggregated by reportable segment.
Geographic net sales information, based on geographic destination of the sale, was as follows:
| Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||
| Western Europe | |||||||||||||||||
Developing (1) | |||||||||||||||||
Other Developed (2) | |||||||||||||||||
| Consolidated net sales | $ | $ | $ | $ | |||||||||||||
(1) Developing primarily includes China, Latin America, the Middle East and Southeast Asia. | |||||||||||||||||
(2) Other Developed primarily includes Australia and Canada. | |||||||||||||||||
Vertical market net sales information was as follows:
| Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Residential | $ | $ | $ | $ | |||||||||||||
| Commercial | |||||||||||||||||
| Industrial | |||||||||||||||||
| Consolidated net sales | $ | $ | $ | $ | |||||||||||||
8
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Performance obligations
As of September 30, 2026, we had $94.8 million of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.
Contract assets and liabilities
Contract assets and liabilities consisted of the following:
| In millions | September 30, 2026 | December 31, 2025 | $ Change | % Change | |||||||||||||
| Contract assets | $ | $ | $ | % | |||||||||||||
| Contract liabilities | ( | ( | % | ||||||||||||||
| Net contract assets | $ | $ | $ | % | |||||||||||||
3.Acquisitions
On October 1, 2026, as part of our Water Solutions reportable segment, we acquired the issued and outstanding equity securities of Taco Group Holdings (“Taco”) for a purchase price of $1.425 billion, subject to customary adjustments. Taco manufactures hydronic and water-driven solutions, providing innovative, sustainable, and high-performance products for the HVAC, plumbing, and industrial sectors. The acquisition of Taco allows us to provide a more comprehensive suite of water solutions and enhanced development capabilities to benefit our customers across commercial, industrial and residential applications. We funded this acquisition through a combination of cash on hand and debt financing. See Note 10 for further discussion of the debt financing completed during the quarter and on the acquisition closing date.
As of the filing date of this Quarterly Report, the initial accounting and preliminary purchase price allocation for the acquisition is incomplete. We are continuing to evaluate information relating to acquired working capital, tangible and identifiable intangible assets, assumed liabilities, goodwill and income tax matters. As a result, certain disclosures required under accounting standards codification (“ASC”) 805 are not yet available.
4. Share Plans
Total share-based compensation expense for the three and nine months ended September 30, 2026 and 2025 was as follows:
Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Restricted stock units | $ | $ | $ | $ | |||||||||||||
| Stock options | |||||||||||||||||
| Performance share units | |||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||
In the first quarter of 2026, we issued our annual share-based compensation grants under the Pentair plc 2020 Share and Incentive Plan to eligible employees. The total number of awards issued was approximately 0.4 million, of which 0.2 million were restricted stock units (“RSUs”), 0.1 million were stock options and 0.1 million were performance share units (“PSUs”). The weighted-average grant date fair value of the RSUs, stock options and PSUs issued was $99.59 , $37.31 and $103.78 , respectively.
9
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
We estimated the fair value of each stock option award issued in the annual share-based compensation grant using a Black-Scholes option pricing model, modified for dividends and using the following assumptions:
2026 Annual Grant | |||||
| Risk-free interest rate | % | ||||
| Expected dividend yield | % | ||||
| Expected share price volatility | % | ||||
| Expected term (years) | |||||
These estimates require us to make assumptions based on historical results, observance of trends in our share price, changes in option exercise behavior, future expectations and other relevant factors. If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected. We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected share price volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term. The risk-free interest rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.
5. Restructuring and Transformation Program
We have a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”). The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.
During the nine months ended September 30, 2026, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Restructuring initiatives included a reduction in hourly and salaried headcount of approximately 350 employees during the nine months ended September 30, 2026.
Restructuring and transformation-related costs included within Cost of goods sold and Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Income included the following:
Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Restructuring Initiatives | |||||||||||||||||
| Severance and related costs | $ | $ | $ | $ | |||||||||||||
Other restructuring costs and related adjustments (1) | |||||||||||||||||
| Total restructuring costs | |||||||||||||||||
| Transformation Program | |||||||||||||||||
Asset impairment and write-offs | |||||||||||||||||
Other transformation costs (2) | |||||||||||||||||
| Total transformation costs | |||||||||||||||||
| Total restructuring and transformation costs | $ | $ | $ | $ | |||||||||||||
(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs, asset impairments and inventory write-offs associated with business and product line exits. | |||||||||||||||||
(2) Other transformation costs primarily consist of professional services and project management related costs. | |||||||||||||||||
10
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Restructuring and transformation costs by reportable segment as well as Corporate and other were as follows:
| Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Flow | $ | $ | ( | $ | $ | ||||||||||||
| Water Solutions | |||||||||||||||||
| Pool | |||||||||||||||||
Corporate and other | |||||||||||||||||
Total restructuring and transformation costs | $ | $ | $ | $ | |||||||||||||
Activity related to accrued severance and related costs associated with restructuring and transformation activities recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the nine months ended September 30, 2026:
| In millions | September 30, 2026 | ||||
| Beginning balance | $ | ||||
| Costs incurred | |||||
| Cash payments and other | ( | ||||
| Ending balance | $ | ||||
6. Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
Three months ended | Nine months ended | ||||||||||||||||
| In millions, except per-share data | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
Net income from continuing operations | $ | $ | $ | $ | |||||||||||||
| Weighted average ordinary shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
Dilutive impact of stock options, restricted stock units and performance share units | |||||||||||||||||
| Diluted | |||||||||||||||||
Earnings per ordinary share | |||||||||||||||||
| Basic | |||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||
| Discontinued operations | |||||||||||||||||
| Basic earnings per ordinary share | $ | $ | $ | $ | |||||||||||||
| Diluted | |||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||
| Discontinued operations | |||||||||||||||||
| Diluted earnings per ordinary share | $ | $ | $ | $ | |||||||||||||
Anti-dilutive stock options excluded from the calculation of diluted earnings per share | |||||||||||||||||
11
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
7. Accounts Receivable
All trade receivables are reported on our Condensed Consolidated Balance Sheets at the outstanding principal amount adjusted for any allowance for credit losses and write-offs, net of recoveries. We record an allowance for credit losses, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on current trends, aging of accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions. We review our allowance for credit losses on a quarterly basis. Write-offs are recorded at the time all collection efforts have been exhausted. We generally do not require collateral.
Activity related to our allowance for credit losses is summarized as follows for the nine months ended September 30, 2026:
| In millions | September 30, 2026 | |||||||
| Beginning balance | $ | |||||||
| Bad debt benefit | ( | |||||||
| Write-offs, net of recoveries | ( | |||||||
Other (1) | ( | |||||||
| Ending balance | $ | |||||||
(1) Other amounts are primarily the effects of changes in currency translation and the impact of allowance for credits. | ||||||||
12
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
8. Supplemental Balance Sheet Information
| In millions | September 30, 2026 | December 31, 2025 | ||||||
| Inventories | ||||||||
| Raw materials and supplies | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
| Other current assets | ||||||||
| Cost in excess of billings | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total other current assets | $ | $ | ||||||
| Property, plant and equipment, net | ||||||||
| Land and land improvements | $ | $ | ||||||
| Buildings and leasehold improvements | ||||||||
| Machinery and equipment | ||||||||
| Capitalized software | ||||||||
| Construction in progress | ||||||||
| Total property, plant and equipment | ||||||||
| Accumulated depreciation and amortization | ||||||||
| Total property, plant and equipment, net | $ | $ | ||||||
| Other non-current assets | ||||||||
| Right-of-use lease assets | $ | $ | ||||||
| Deferred income taxes | ||||||||
| Deferred compensation plan assets | ||||||||
| Other non-current assets | ||||||||
| Total other non-current assets | $ | $ | ||||||
| Other current liabilities | ||||||||
| Dividends payable | $ | $ | ||||||
| Accrued warranty | ||||||||
| Accrued rebates and incentives | ||||||||
| Accrued freight | ||||||||
| Billings in excess of cost | ||||||||
| Current lease liability | ||||||||
| Income taxes payable | ||||||||
| Accrued restructuring | ||||||||
| Interest payable | ||||||||
| Other current liabilities | ||||||||
| Total other current liabilities | $ | $ | ||||||
| Other non-current liabilities | ||||||||
| Long-term lease liability | $ | $ | ||||||
| Income taxes payable | ||||||||
| Self-insurance liabilities | ||||||||
| Deferred compensation plan liabilities | ||||||||
| Foreign currency and interest rate contract liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total other non-current liabilities | $ | $ | ||||||
13
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
9. Goodwill and Other Identifiable Intangible Assets
The changes in the carrying amount of goodwill by reportable segment were as follows:
| In millions | December 31, 2025 | Reallocation (1) | January 1, 2026 | Foreign Currency Translation | September 30, 2026 | ||||||||||||||||||
| Flow | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||
| Water Solutions | ( | ||||||||||||||||||||||
| Pool | |||||||||||||||||||||||
| Total goodwill | $ | $ | $ | $ | ( | $ | |||||||||||||||||
(1) In the first quarter of 2026, we reorganized the composition of our reportable segments, as disclosed in Note 1, which resulted in a change to our reporting unit structure. A quantitative assessment was performed for the impacted reporting units, using the income and market approaches. The estimated fair values of the impacted reporting units significantly exceeded the carrying values, and therefore, no impairment charge was recorded. As a result of the assessment, we reallocated $44.2 282.1
Identifiable intangible assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| In millions | Cost | Accumulated amortization | Net | Cost | Accumulated amortization | Net | |||||||||||||||||
| Definite-life intangibles | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Proprietary technology and patents | ( | ( | |||||||||||||||||||||
Total definite-life intangibles | ( | ( | |||||||||||||||||||||
| Indefinite-life intangibles | |||||||||||||||||||||||
| Trade names | — | — | |||||||||||||||||||||
| Total intangibles | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
Identifiable intangible asset amortization expense was $15.1 million and $13.9 million for the three months ended September 30, 2026 and 2025, and $46.5 million and $42.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Estimated future amortization expense for identifiable intangible assets during the remainder of 2026 and the next five years is as follows:
| Q4 | ||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | |||||||||||||||
Estimated amortization expense (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||
(1) Estimated amortization expense does not include the impact of the Taco acquisition on October 1, 2026 as the initial accounting and preliminary purchase price allocation for the acquisition is incomplete.
14
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
10. Debt
Debt and the average interest rates on debt outstanding were as follows:
| In millions | Average interest rate as of September 30, 2026 | Maturity Year | September 30, 2026 | December 31, 2025 | ||||||||||
| Revolving credit facility (Senior Credit Facility) | 2030 | $ | $ | |||||||||||
| Term loans (Senior Credit Facility) | 2027-2030 | |||||||||||||
| Prior Term Loan Facility | N/A | 2027 | ||||||||||||
Senior notes - fixed rate (1) | 2029 | |||||||||||||
Senior notes - fixed rate (1) | 2032 | |||||||||||||
| Unamortized debt issuance costs and discounts | N/A | N/A | ( | ( | ||||||||||
| Total debt | $ | $ | ||||||||||||
(1) Senior notes are guaranteed as to payment by Pentair plc. | ||||||||||||||
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025 and May 2026, providing for a $900.0 million senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan facility. The revolving credit and term loan facilities have a maturity date of May 5, 2030. The term loan facility has required quarterly installment payments of $3.1 million beginning on the last day of the second quarter of 2027 and increasing to $6.3 million beginning with the last day of the second quarter of 2028. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
As of September 30, 2026, total availability under the Senior Credit Facility, including the impact of a financial stand-by letter of credit associated with the Taco acquisition, was $698.3 million. Additionally, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.
In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility was subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.
On September 1, 2026, Pentair, PFSA and Pentair, Inc. entered into a Credit Agreement among PFSA as borrower, Pentair and Pentair, Inc. as guarantors, and the lenders and agents party thereto, providing for a $400.0 million senior unsecured tranche 1 delayed-draw term loan facility (the “Tranche 1 Term Loan Facility”) and a $1.0 billion senior unsecured tranche 2 delayed-draw term loan facility (the “Tranche 2 Term Loan Facility”; together with the Tranche 1 Term Loan Facility, the “Term Loan Facilities”; together with the Senior Credit Facility, the “Credit Facilities”), for an aggregate principal amount of $1.4 billion. The Tranche 1 Term Loan Facility will mature on April 1, 2028, while the Tranche 2 Term Loan Facility will mature on May 5, 2030. The Tranche 2 Term Loan Facility has required quarterly principal installment payments of $6.3 million beginning on the last day of the first quarter of 2028 and increasing to $12.5 million beginning with the last day of the first quarter of 2029. Borrowings under the Term Loan Facilities bear interest at a rate equal to an adjusted base rate or adjusted term secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating. No loans were outstanding under the Term Loan Facilities as of September 30, 2026.
On September 1, 2026, the aggregate principal amount of the commitments under the Term Loan Facilities replaced the corresponding amount of the commitments in respect of the Bridge Facility in accordance with the terms of the Commitment Letter. As a result, there were no remaining commitments under the Bridge Facility.
15
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
On October 1, 2026, upon the closing of the Taco acquisition, PFSA borrowed the full $1.4 billion aggregate principal amount available under the Term Loan Facilities. The proceeds were utilized to finance a portion of the purchase price in the Taco acquisition and pay related fees and expenses.
In addition, Pentair and PFSA were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $1.0 billion and a maturity date of July 28, 2027. In May 2026, PFSA repaid the remaining $575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Credit Facilities. Each of the Credit Facilities contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated cash interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, each of the Credit Facilities provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.
In addition to the Credit Facilities, we have various other credit facilities with an aggregate availability of $21.2 million, of which there were no outstanding borrowings at September 30, 2026. Borrowings under these credit facilities bear interest at variable rates.
We have $6.3 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility. We classified this debt as long-term as of September 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.
Debt outstanding, excluding unamortized issuance costs and discounts, at September 30, 2026 matures on a calendar year basis as follows:
| Q4 | |||||||||||||||||||||||||||||
| In millions | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | Total | |||||||||||||||||||||
Contractual debt obligation maturities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
11. Derivatives and Financial Instruments
Derivative financial instruments
We are exposed to market risk related to changes in foreign currency exchange rates and interest rates on our variable rate indebtedness. To manage the volatility related to these exposures, we periodically enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates or variable interest rates. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality.
Foreign currency contracts
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. We manage our economic and transaction exposure to certain market-based risks through the use of foreign currency derivative financial instruments. Our objective in holding these derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. The majority of our foreign currency contracts have an original maturity date of less than one year.
At September 30, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $29.7 million and $23.2 million, respectively. The impact of these contracts on the Condensed Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.
16
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Cross currency swaps
At September 30, 2026 and December 31, 2025, we had outstanding cross currency swap agreements with a combined notional amount of $1.0 billion and $1.1 billion, respectively. The agreements are accounted for as either cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. We had deferred foreign currency losses of $49.5 million and $68.0 million at September 30, 2026 and December 31, 2025, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity. The periodic interest settlements related to our cross currency swap agreements are classified as operating activities. The cash flows that relate to principal balances are classified as financing activities for the cash flow hedges on intercompany debt and investing activities for the net investment hedges.
Hedging of variable interest rates
We manage our exposure to certain interest rate risks related to our variable-rate debt through the use of interest rate swaps and collars. We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable-rate debt. As of September 30, 2026, we had an aggregate notional amount of $200.0 million in interest rate collars that are designated as cash flow hedges. The $300.0 million aggregate notional amount of interest rate swaps, previously designated as cash flow hedges, expired on April 15, 2026.
Unrealized gains and losses related to the fair value of the interest rate swaps and collars are recorded in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets. We had an unrealized gain of $0.7 million at September 30, 2026 and an unrealized loss of $0.2 million at December 31, 2025, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity. The periodic interest settlements related to our interest rate swaps and collars are classified as operating activities.
Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
| Level 1: | Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets. | |||||||
| Level 2: | Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||
| Level 3: | Valuation is based upon other unobservable inputs that are significant to the fair value measurement. | |||||||
In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
Fair value of financial instruments
The following methods were used to estimate the fair values of each class of financial instrument:
•short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
•long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;
•foreign currency contracts, interest rate swap and collar agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;
•deferred compensation plan assets (mutual funds and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined above; and
17
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
•contingent earn-out liabilities — fair value is generally established using a probability-weighted discounted income approach to convert future estimated cash flows to a single present value amount. The related inputs are classified as Level 3 in the valuation hierarchy defined above.
The recorded amounts and estimated fair values of total debt, excluding unamortized issuance costs and discounts, were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| In millions | Recorded Amount | Fair Value | Recorded Amount | Fair Value | |||||||||||||
| Variable rate debt | $ | $ | $ | $ | |||||||||||||
| Fixed rate debt | |||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||
Financial assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows:
| September 30, 2026 | |||||||||||||||||
| In millions | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Recurring fair value measurements | |||||||||||||||||
| Interest rate contract assets | $ | $ | $ | $ | |||||||||||||
Foreign currency contract assets | |||||||||||||||||
| Foreign currency contract liabilities | ( | ( | |||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||
Contingent earn-out liabilities | ( | ( | |||||||||||||||
| Total recurring fair value measurements | $ | $ | ( | $ | ( | $ | ( | ||||||||||
| December 31, 2025 | |||||||||||||||||
| In millions | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Recurring fair value measurements | |||||||||||||||||
Interest rate contract liabilities | $ | $ | ( | $ | $ | ( | |||||||||||
| Foreign currency contract liabilities | ( | ( | |||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||
Contingent earn-out liabilities | ( | ( | |||||||||||||||
| Total recurring fair value measurements | $ | $ | ( | $ | ( | $ | ( | ||||||||||
Nonrecurring fair value measurements (1) | |||||||||||||||||
(1) During the year ended December 31, 2025, we recorded an impairment charge on a definite-lived customer relationship intangible asset of $30.9 million. We determined the value using unobservable inputs and wrote the balance of the definite-lived intangible asset to zero. The impairment charge was recorded in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.
In December 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”). In conjunction with the acquisition, we recorded an estimated fair value of $8.0 million of contingent earn-out liabilities, which are considered Level 3 under the fair value hierarchy. During the second quarter of 2026, we made the first earn-out period payment and reduced the contingent earn-out liability to an estimated fair value of $4.0 million. The fair value of the remaining contingent earn-out liability was reviewed as of September 30, 2026, with no further change in fair value. The fair value of the remaining contingent earn-out liability will continue to be re-measured for each reporting period until resolution of the final contingent earn-out payment, and any resulting changes to fair value would be recorded in earnings.
18
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
12. Income Taxes
We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.
The effective income tax rate for the nine months ended September 30, 2026 was 14.7 %, compared to 14.8 % for the nine months ended September 30, 2025. We continue to actively pursue initiatives to reduce our effective tax rate. The tax rate in any quarter can be affected positively or negatively by the mix of global earnings or adjustments that are required to be reported in the specific quarter of resolution.
The total gross liability for uncertain tax positions was $9.2 million and $6.7 million at September 30, 2026 and December 31, 2025, respectively. We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense, respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income, which is consistent with our past practices.
The Organisation for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. For the nine months ended September 30, 2026 and September 30, 2025, the impact of Pillar Two on our condensed consolidated financial statements was not material.
13. Benefit Plans
Components of net periodic benefit expense for our pension plans for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three months ended | Nine months ended | ||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||
| Net periodic benefit expense | $ | $ | $ | $ | |||||||||||||
14. Shareholders’ Equity
Share repurchases
In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. The authorization expires on December 31, 2028 . During the nine months ended September 30, 2026, we repurchased 4.0 million of our ordinary shares for $350.0 million. As of September 30, 2026, we had $650.0 million available for share repurchases under this authorization.
Dividends payable
On September 21, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on November 6, 2026 to shareholders of record at the close of business on October 23, 2026. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $43.0 million at September 30, 2026, compared to $44.1 million at December 31, 2025.
19
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
15. Segment Information
We classify our operations into three
•Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, turbine pumps and solid handling pumps, while serving the global commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, fire suppression and flood control.
•Water Solutions — The focus of this segment is to provide great tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, point-of-entry and point-of-use water treatment systems, fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps. These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations, circulation and transfer, agricultural irrigation and crop spray.
•Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, chlorinators, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.
We evaluate performance based on net sales and reportable segment income and use certain ratios, particularly return on sales, to measure performance of our reportable segments. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Reportable segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items. “Corporate and other” activity primarily consists of corporate expenses not allocated to the segments, including executive office, board of directors, and centrally-managed corporate functional or shared service costs related to finance, human resources, communications and corporate development. These activities do not meet the criteria for a stand-alone reportable segment under ASC 280. The accounting policies of our reportable segments are consistent with those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025.
Financial information by reportable segment as well as a reconciliation of reportable segment income to consolidated income from continuing operations before income taxes is as follows:
| September 30, 2026 | December 31, 2025 | |||||||
| In millions | Identifiable assets (1) | |||||||
Flow | $ | $ | ||||||
Water Solutions | ||||||||
Pool | ||||||||
Reportable segment total | ||||||||
Corporate and other | ||||||||
| Consolidated | $ | $ | ||||||
(1) All cash and cash equivalents are included in “Corporate and other.”
20
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Three months ended | Nine months ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| In millions | Capital expenditures | ||||||||||||||||
| Flow | $ | $ | $ | $ | |||||||||||||
| Water Solutions | |||||||||||||||||
| Pool | |||||||||||||||||
Reportable segment total | |||||||||||||||||
Corporate and other | |||||||||||||||||
Consolidated | $ | $ | $ | $ | |||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| In millions | Depreciation | ||||||||||||||||
| Flow | $ | $ | $ | $ | |||||||||||||
| Water Solutions | |||||||||||||||||
| Pool | |||||||||||||||||
Reportable segment total | |||||||||||||||||
Corporate and other | |||||||||||||||||
Consolidated | $ | $ | $ | $ | |||||||||||||
| Three months ended September 30, 2026 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
Deal-related costs and expenses | ( | |||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
| Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
21
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
| Three months ended September 30, 2025 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
| Asset impairment and write-offs | ( | |||||||||||||
| Deal-related costs and expenses | ( | |||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
| Nine months ended September 30, 2026 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
Deal-related costs and expenses | ( | |||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
| Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
22
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
| Nine months ended September 30, 2025 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
| Asset impairment and write-offs | ( | |||||||||||||
| Loss on sale of business | ( | |||||||||||||
| Deal-related costs and expenses | ( | |||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker which includes certain corporate overhead allocations directly attributable to each of the segments.
(2) Operating expenses include selling, general, administrative, research and development costs which primarily consist of non-manufacturing employee compensation, non-manufacturing overhead and professional service costs as well as depreciation expense.
(3) These costs exclude certain expenses reported in the Condensed Consolidated Statements of Operations and Comprehensive Income, including costs that are reflected in "Corporate and other,” and expenses excluded from reportable segment income as defined above.
16. Commitments and Contingencies
Legal proceedings
We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, regulatory or contractual disputes with suppliers, shareholders, authorities, customers or parties to acquisitions and divestitures, intellectual property matters, environmental, asbestos, safety and health matters, product liability, the use or installation of our products, consumer matters, and employment and labor matters.
Pentair plc, along with certain current and former executives, was sued by shareholders in a putative securities class action filed in August of 2026 in the U.S. District Court for the District of Minnesota. The lawsuit alleges that defendants made false or misleading statements, and seeks unspecified damages for declines in the value of the Company’s stock. The Company plans to vigorously defend against the claims asserted in this proceeding.
While we believe that a material impact on our consolidated financial position, results of operations or cash flows from any such future claims or potential claims is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future adverse ruling or unfavorable development could result in future charges that could have a material adverse impact. We do and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and receivables and make appropriate adjustments to such estimates based on experience and developments in litigation and applicable accounting rules. As a result, the current estimates of the potential impact on our consolidated financial position, results of operations and cash flows for the proceedings and claims described in the notes to our condensed consolidated financial statements could change in the future.
23
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Warranties
We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant.
The changes in the carrying amount of service and product warranties from continuing operations for the nine months ended September 30, 2026 were as follows:
| In millions | September 30, 2026 | ||||
| Beginning balance | $ | ||||
| Service and product warranty provision | |||||
| Payments | ( | ||||
| Foreign currency translation | |||||
| Ending balance | $ | ||||
Stand-by letters of credit, bank guarantees and bonds
In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.
As of September 30, 2026 and December 31, 2025, the outstanding value of bonds, letters of credit and bank guarantees totaled $117.2 million and $115.0 million, respectively.
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions, including the Taco acquisition; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. or foreign tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Overview
The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries. At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource. From our residential and commercial water solutions to industrial water management and everything in between, Pentair is an S&P 500 company focused on smart, sustainable water solutions that help our planet and people thrive.
We are comprised of three reportable segments: Flow, Water Solutions and Pool. Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business. As a result of this reorganization, our legacy residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged. We believe the new alignment with our residential and irrigation flow business in our Water Solutions segment will help us accelerate our efforts to improve customer experiences, enhance operational efficiencies and deliver more comprehensive solutions. The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition. These changes have no impact on the Company’s historical consolidated financial performance or results of operations.
For the first nine months of 2026, the Flow, Water Solutions and Pool reportable segments represented approximately 27%, 42% and 31% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:
•Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, turbine pumps and solid handling pumps, while serving the global commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, fire suppression and flood control.
25
•Water Solutions — The focus of this segment is to provide great tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, point-of-entry and point-of-use water treatment systems, fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps. These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations, circulation and transfer, agricultural irrigation and crop spray.
•Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, chlorinators, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.
On October 1, 2026, as part of our Water Solutions reportable segment, we acquired the issued and outstanding equity securities of Taco Group Holdings (“Taco”) for a purchase price of $1.425 billion, subject to customary adjustments. Taco manufactures hydronic and water-driven solutions, providing innovative, sustainable, and high-performance products for the HVAC, plumbing, and industrial sectors. We funded this acquisition through a combination of cash on hand and debt financing.
In September 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments. Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.
Key trends and uncertainties regarding our existing business
The following trends and uncertainties affected our financial performance in the first nine months of 2026 and are reasonably likely to impact our results in the future:
•We have a Transformation Program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes. During 2025 and the first nine months of 2026, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operational excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to incur transformation costs throughout the remainder of 2026 and beyond.
•During 2025 and the first nine months of 2026, we implemented 80/20 guiding principles to enable our Transformation Program. As we continue to focus on 80/20 guiding principles in 2026, we expect to create value by increasing focus on key customers and products through quadrant-based strategies. We expect this approach to enable improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.
•During 2025 and the first nine months of 2026, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2026 and to drive margin expansion.
•During the second and third quarters of 2026, performance was negatively impacted by a decline in Pool sales largely attributed to a more pronounced inventory realignment with major channel partners than previously estimated and worsening business conditions, including higher interest rates and inflation. As of September 30, 2026, the inventory destocking with our major channel partners is complete, and we believe the Pool business is positioned for sales and margin growth in 2027.
26
•During 2025 and the first nine months of 2026, we experienced inflationary cost increases, including tariffs, for certain raw materials as well as logistics and transportation costs. Tariffs, along with potential retaliatory measures by other countries, have contributed to higher input costs and supply chain complexity. The ongoing volatility in the commodities market also has the potential to continue to drive price increases in our supply chain. To address these inflationary pressures, we have implemented pricing increases and taken other actions including inventory pre-buys and supply chain optimization. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate that inflationary cost increases and supply chain pressures, including additional or increased tariffs in the future, as well as any related impacts on macroeconomic conditions and our business, will likely persist throughout the remainder of 2026.
•During 2025, the current U.S. administration implemented tariffs under the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the IEEPA. While we have received refunds in the first nine months of 2026 of certain previously paid IEEPA tariffs, uncertainty remains regarding the timing and ultimate amount of any additional potential refunds, as well as the scope and impact of replacement tariffs or other trade policy actions. We will continue to monitor these developments and evaluate their potential impact on our business, results of operations, cash flows and future tariff exposure.
•The Organisation for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. Pillar Two has negatively impacted our effective tax rate during the first nine months of 2026 and may impact our effective tax rate in the future. We continue to evaluate the enacted legislative changes and new guidance as it becomes available.
•We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.
In 2026, our operating objectives focus on delivering our core and building our future. We expect to execute these objectives by:
•Delivering profitable revenue growth and productivity for customers and shareholders;
•Continuing to focus on capital allocation through:
◦Committing to maintain our investment grade rating;
◦Focusing on reducing our long-term debt;
◦Returning cash to shareholders through dividends and share repurchases; and
◦Accelerating our performance with strategically aligned mergers and acquisitions;
•Focusing growth initiatives that accelerate our investments in digital, innovation, technology and sustainability;
•Evolving the Pentair Business System which includes executing our Transformation Program initiatives and using the Pentair leadership tools to drive operational excellence, reduce complexity and improve our organizational structure, with a continued focus on 80/20 guiding principles for profitable growth;
•Integrating Taco’s operations with our existing operations; and
•Building a high-performance growth culture and delivering on our commitments while living our Win Right values.
27
CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended September 30, 2026 and 2025 were as follows:
| Three months ended | ||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | $ Change | % / Point Change | ||||||||||
| Net sales | $ | 976.4 | $ | 1,022.0 | $ | (45.6) | (4.5) | % | ||||||
| Cost of goods sold | 581.2 | 603.4 | (22.2) | (3.7) | % | |||||||||
| Gross profit | 395.2 | 418.6 | (23.4) | (5.6) | % | |||||||||
% of net sales | 40.5 | % | 41.0 | % | (0.5) | pts | ||||||||
Selling, general and administrative | 175.9 | 162.2 | 13.7 | 8.4 | % | |||||||||
% of net sales | 18.0 | % | 15.9 | % | 2.1 | pts | ||||||||
Research and development | 23.4 | 24.7 | (1.3) | (5.3) | % | |||||||||
| % of net sales | 2.4 | % | 2.4 | % | — | pts | ||||||||
| Operating income | 195.9 | 231.7 | (35.8) | (15.5) | % | |||||||||
| % of net sales | 20.1 | % | 22.7 | % | (2.6) | pts | ||||||||
| Other expense | 0.9 | 0.6 | 0.3 | 50.0 | % | |||||||||
| Net interest expense | 21.7 | 14.4 | 7.3 | 50.7 | % | |||||||||
| Income from continuing operations before income taxes | 173.3 | 216.7 | (43.4) | (20.0) | % | |||||||||
Provision for income taxes | 28.2 | 32.4 | (4.2) | (13.0) | % | |||||||||
| Effective tax rate | 16.3 | % | 15.0 | % | 1.3 | pts | ||||||||
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The consolidated results of operations for the nine months ended September 30, 2026 and 2025 were as follows:
| Nine months ended | ||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | $ Change | % / Point Change | ||||||||||
| Net sales | $ | 2,945.7 | $ | 3,155.5 | $ | (209.8) | (6.6) | % | ||||||
| Cost of goods sold | 1,722.1 | 1,877.0 | (154.9) | (8.3) | % | |||||||||
| Gross profit | 1,223.6 | 1,278.5 | (54.9) | (4.3) | % | |||||||||
% of net sales | 41.5 | % | 40.5 | % | 1.0 | pts | ||||||||
Selling, general and administrative | 579.6 | 552.6 | 27.0 | 4.9 | % | |||||||||
% of net sales | 19.7 | % | 17.5 | % | 2.2 | pts | ||||||||
Research and development | 71.6 | 73.4 | (1.8) | (2.5) | % | |||||||||
| % of net sales | 2.4 | % | 2.3 | % | 0.1 | pts | ||||||||
| Operating income | 572.4 | 652.5 | (80.1) | (12.3) | % | |||||||||
| % of net sales | 19.4 | % | 20.7 | % | (1.3) | pts | ||||||||
Loss on sale of business | — | 26.3 | (26.3) | N.M. | ||||||||||
| Other expense | 1.6 | 2.1 | (0.5) | (23.8) | % | |||||||||
| Net interest expense | 61.2 | 52.0 | 9.2 | 17.7 | % | |||||||||
| Income from continuing operations before income taxes | 509.6 | 572.1 | (62.5) | (10.9) | % | |||||||||
Provision for income taxes | 75.1 | 84.4 | (9.3) | (11.0) | % | |||||||||
| Effective tax rate | 14.7 | % | 14.8 | % | (0.1) | pts | ||||||||
N.M. = Not Meaningful
29
Net sales
The components of the consolidated net sales change from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
| Volume | (9.0) | % | (11.6) | % | ||||
| Price | 3.5 | 4.0 | ||||||
| Core growth | (5.5) | (7.6) | ||||||
| Acquisition/Divestitures | 1.0 | — | ||||||
| Currency | — | 1.0 | ||||||
| Total | (4.5) | % | (6.6) | % | ||||
The 4.5 and 6.6 percent decreases in net sales in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of channel inventory within our Pool segment.
These decreases were partially offset by:
•increased selling prices across all our segments to mitigate inflationary cost increases;
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025; and
•favorable foreign currency effects compared to the first nine months of the prior year.
Gross profit
The 0.5 percentage point decrease in gross profit as a percentage of net sales in the third quarter of 2026 from 2025 was primarily driven by:
•decreased sales volume primarily driven by destocking of channel inventory within our Pool segment; and
•inflationary cost increases related to certain raw material costs.
This decrease was partially offset by:
•increased selling prices across all our segments to mitigate inflationary cost increases;
•increased productivity across all our segments; and
•the positive impact of $7.8 million in refunds during the third quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary cost increases.
The 1.0 percentage point increase in gross profit as a percentage of net sales in the first nine months of 2026 from 2025 was primarily driven by:
•increased selling prices across all our segments to mitigate inflationary cost increases;
•increased productivity across all our segments;
•no asset impairment and write-offs in the first nine months of 2026, compared to $16.6 million in the first nine months of 2025; and
•the positive impact of $42.7 million in refunds during the first nine months of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary cost increases.
This increase was partially offset by:
•decreased sales volume primarily driven by destocking of channel inventory within our Pool segment; and
•inflationary cost increases related to certain raw material costs.
30
Selling, general and administrative expenses (“SG&A”)
The 2.1 and 2.2 percentage point increases in SG&A as a percentage of net sales in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•restructuring costs of $9.6 million in the third quarter of 2026, compared to $0.3 million in the third quarter of 2025, and $57.8 million in the first nine months of 2026, compared to $24.2 million in the first nine months of 2025; and
•transformation costs of $16.1 million in the third quarter of 2026 compared to $10.8 million in the third quarter of 2025, and $45.1 million in the first nine months of 2026, compared to $32.6 million in the first nine months of 2025.
These increases were partially offset by:
•an impairment charge of $30.9 million related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025 that did not reoccur in the first nine months of 2026.
Net interest expense
The 50.7 and 17.7 percent increases in net interest expense in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•the amortization of debt issuance costs of $4.9 million during the third quarter and first nine months of 2026 related to financing commitments for a bridge loan facility established in connection with the definitive agreement to purchase Taco.
Provision for income taxes
The 1.3 percentage point increase in the effective tax rate in the third quarter of 2026 from 2025 was primarily driven by:
•an increase in the amount of unfavorable discrete items in 2026 compared to 2025.
This increase was partially offset by:
•a favorable mix of global earnings.
The 0.1 percentage point decrease in the effective tax rate in the first nine months of 2026 from 2025 was primarily driven by:
•a favorable mix of global earnings.
This decrease was partially offset by:
•an increase in the amount of unfavorable discrete items in 2026 compared to 2025.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our three reportable segments (Flow, Water Solutions and Pool). Each of these segments comprises various product offerings that serve multiple end users.
We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.
31
Flow
The net sales and segment income for Flow were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | % / Point Change | September 30, 2026 | September 30, 2025 | % / Point Change | |||||||||||||||||||||||
| Net sales | $ | 262.5 | $ | 251.4 | 4.4% | $ | 784.3 | $ | 734.9 | 6.7% | |||||||||||||||||||
Segment income | 68.8 | 59.7 | 15.2% | 199.8 | 164.7 | 21.3% | |||||||||||||||||||||||
| % of net sales | 26.2 | % | 23.7 | % | 2.5 | pts | 25.5 | % | 22.4 | % | 3.1 | pts | |||||||||||||||||
Net sales
The components of the change in Flow net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
| Volume | (2.3) | % | (2.3) | % | ||||
| Price | 3.3 | 3.1 | ||||||
| Core growth | 1.0 | 0.8 | ||||||
Acquisition/Divestiture | 3.9 | 4.4 | ||||||
| Currency | (0.5) | 1.5 | ||||||
| Total | 4.4 | % | 6.7 | % | ||||
The 4.4 and 6.7 percent increases in net sales for Flow in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025;
•increased selling prices to mitigate inflationary cost increases; and
•favorable foreign currency effects compared to the first nine months of the prior year.
These increases were partially offset by:
•decreased sales volume; and
•unfavorable foreign currency effects compared to the third quarter of the prior year.
Segment income
The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
Volume/Price/Acquisition/Divestiture | 2.4 | pts | 3.6 | pts | ||||
| Currency | (0.1) | (0.2) | ||||||
| Inflation | (3.2) | (2.5) | ||||||
| Productivity | 3.4 | 2.2 | ||||||
| Total | 2.5 | pts | 3.1 | pts | ||||
The 2.5 and 3.1 percentage point increases in segment income for Flow as a percentage of net sales in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•increased productivity;
•increased selling prices to mitigate impacts of inflation; and
32
•the positive impact of $0.4 million and $5.7 million in refunds during the third quarter and first nine months, respectively, of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary cost increases.
These increases were partially offset by:
•inflationary cost increases related to certain raw material costs.
Water Solutions
The net sales and segment income for Water Solutions were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | % / Point Change | September 30, 2026 | September 30, 2025 | % / Point Change | |||||||||||||||||||||||
| Net sales | $ | 421.9 | $ | 415.9 | 1.4% | $ | 1,234.9 | $ | 1,254.1 | (1.5)% | |||||||||||||||||||
| Segment income | 120.9 | 104.0 | 16.3% | 347.2 | 306.6 | 13.2% | |||||||||||||||||||||||
| % of net sales | 28.7 | % | 25.0 | % | 3.7 | pts | 28.1 | % | 24.4 | % | 3.7 | pts | |||||||||||||||||
Net sales
The components of the change in Water Solutions net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
| Volume | (2.2) | % | (4.2) | % | ||||
| Price | 3.4 | 3.9 | ||||||
| Core growth | 1.2 | (0.3) | ||||||
Acquisition/Divestiture | — | (2.5) | ||||||
| Currency | 0.2 | 1.3 | ||||||
| Total | 1.4 | % | (1.5) | % | ||||
The 1.4 percent increase in net sales for Water Solutions in the third quarter of 2026 from 2025 was primarily driven by:
•increased selling prices to mitigate inflationary cost increases.
This increase was partially offset by:
•decreased sales volume.
The 1.5 percent decrease in net sales for Water Solutions in the first nine months of 2026 from 2025 was primarily driven by:
•decreased sales volume; and
•a business exit in our commercial business that occurred in the second quarter of 2025.
This decrease was partially offset by:
•increased selling prices to mitigate inflationary cost increases; and
•favorable foreign currency effects.
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Segment income
The components of the change in Water Solutions segment income as a percentage of net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
Volume/Price/Acquisition/Divestiture | 2.5 | pts | 3.1 | pts | ||||
| Currency | (0.1) | (0.3) | ||||||
| Inflation | 0.2 | (0.6) | ||||||
| Productivity | 1.1 | 1.5 | ||||||
| Total | 3.7 | pts | 3.7 | pts | ||||
The 3.7 percentage point increases in segment income for Water Solutions as a percentage of net sales in both the third quarter and first nine months of 2026 from 2025 were primarily driven by:
•increased selling prices to mitigate impacts of inflation;
•increased productivity; and
•the positive impact of $6.2 million in refunds in the third quarter of 2026 associated with tariffs previously collected under IEEPA, which more than offset inflationary cost increases compared to the third quarter of 2025, while $24.6 million in refunds in the first nine months of 2026 partially mitigated inflationary cost increases compared to the first nine months of 2025.
These increases were partially offset by:
•inflationary cost increases related to certain raw material costs.
Pool
The net sales and segment income for Pool were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | % / Point Change | September 30, 2026 | September 30, 2025 | % / Point Change | |||||||||||||||||||||||
| Net sales | $ | 291.5 | $ | 354.3 | (17.7)% | $ | 925.2 | $ | 1,165.4 | (20.6)% | |||||||||||||||||||
| Segment income | 71.7 | 116.2 | (38.3)% | 257.4 | 394.9 | (34.8)% | |||||||||||||||||||||||
| % of net sales | 24.6 | % | 32.8 | % | (8.2) | pts | 27.8 | % | 33.9 | % | (6.1) | pts | |||||||||||||||||
Net sales
The components of the change in Pool net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
| Volume | (21.6) | % | (25.5) | % | ||||
| Price | 3.8 | 4.7 | ||||||
| Core growth | (17.8) | (20.8) | ||||||
| Currency | 0.1 | 0.2 | ||||||
| Total | (17.7) | % | (20.6) | % | ||||
The 17.7 and 20.6 percent decreases in net sales for Pool in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of inventory in the Pool channel.
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These decreases were partially offset by:
•increased selling prices to mitigate inflationary cost increases.
Segment income
The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows:
| Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
| over the prior year period | over the prior year period | |||||||
Volume/Price/Acquisition/Divestiture | (4.0) | pts | (3.5) | pts | ||||
| Currency | — | (0.2) | ||||||
| Inflation | (5.0) | (3.8) | ||||||
| Productivity | 0.8 | 1.4 | ||||||
| Total | (8.2) | pts | (6.1) | pts | ||||
The 8.2 and 6.1 percentage point decreases in segment income for Pool as a percentage of net sales in the third quarter and first nine months, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of inventory in the Pool channel; and
•inflationary cost increases related to certain raw material costs.
These decreases were partially offset by:
•increased selling prices to mitigate impacts of inflation;
•increased productivity; and
•the positive impact of $1.2 million and $12.4 million in refunds during the third quarter and first nine months, respectively, of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary cost increases.
LIQUIDITY AND CAPITAL RESOURCES
We generally fund cash requirements for working capital, capital expenditures, equity investments, acquisitions, debt repayments, dividend payments and share repurchases from cash generated from operations, availability under existing committed revolving credit facilities and in certain instances, public and private debt and equity offerings. Our primary revolving credit facility has generally been adequate for these purposes, although we have negotiated additional credit facilities or completed debt and equity offerings as needed to allow us to complete acquisitions.
We experience seasonal cash flows primarily due to seasonal demand in a number of markets. Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2026 and drew on our revolving credit facility to fund our operations. This cash usage reversed in the second quarter of 2026 as the seasonality of our businesses peaked and generated significant cash to fund our operations. We continued to generate significant cash to fund our operations in the third quarter of 2026.
End-user demand for pool equipment in the Pool segment and water solutions, residential water supply and agricultural products in the Water Solutions segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated within the Pool segment by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly temperature, heavy flooding and droughts.
We expect to continue to have sufficient cash and borrowing capacity to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe our existing liquidity position, coupled with our currently anticipated operating cash flows, will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.
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Summary of cash flows
| Nine months ended | ||||||||
| In millions | September 30, 2026 | September 30, 2025 | ||||||
| Net cash provided by (used for): | ||||||||
Operating activities | $ | 673.7 | $ | 764.0 | ||||
| Investing activities | (55.3) | (354.3) | ||||||
| Financing activities | (654.5) | (370.8) | ||||||
Operating activities
Net cash provided by operating activities in the first nine months of 2026 primarily reflects net income from continuing operations, inclusive of $42.7 million of tariff refunds previously collected under IEEPA and net of non-cash depreciation, definite-lived intangible amortization and share-based compensation, of $549.3 million. Additionally, we had a cash inflow of $116.9 million as a result of changes in net working capital, primarily due to decreased accounts receivable, partially offset by increased inventory balances, both of which were primarily driven by lower sales volume within our Pool segment attributed to higher channel inventory and lower demand.
Net cash provided by operating activities in the first nine months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business, deferred income taxes and asset impairment, of $697.7 million. Additionally, we had a cash inflow of $57.8 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased accounts payable balances. The decrease in accounts receivable was attributed to an increase in cash collections during the period. The increased accounts payable balance was primarily due to the general timing of vendor payments during the first nine months of 2025.
Investing activities
Net cash used for investing activities in the first nine months of 2026 primarily reflects capital expenditures of $54.2 million.
Net cash used for investing activities in the first nine months of 2025 primarily reflects net cash paid of $292.2 million for the Hydra-Stop acquisition, capital expenditures of $45.1 million and the purchase of investments of $18.0 million.
Financing activities
Net cash used for financing activities in the first nine months of 2026 primarily relates to the repayment of $575.0 million of the remaining principal under the Prior Term Loan Facility, share repurchases of $350.0 million, dividend payments of $130.8 million and net repayments of revolving long-term debt of $77.0 million, partially offset by proceeds received from the term loan facility under the Senior Credit Facility of $500.0 million.
Net cash used for financing activities in the first nine months of 2025 primarily relates to the repayment of $250.0 million of the remaining principal under the Prior Term Loan Facility, a $19.3 million repayment of senior notes, share repurchases of $175.0 million and dividend payments of $123.3 million, partially offset by net borrowings of revolving long-term debt of $210.5 million.
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Free cash flow
In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. We have a long-term goal to consistently generate free cash flow that is equal to 100 percent conversion of net income. Free cash flow is a non-U.S. GAAP financial measure that we use to assess our cash flow performance. We believe free cash flow is an important measure of liquidity because it provides us and our investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as a criterion to measure and pay compensation-based incentives. Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
The following table is a reconciliation of free cash flow:
| Nine months ended | |||||||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | |||||||||||||||
| Net cash provided by operating activities | $ | 673.7 | $ | 764.0 | |||||||||||||
Capital expenditures | (54.2) | (45.1) | |||||||||||||||
Proceeds from sale of property and equipment | 0.4 | 0.1 | |||||||||||||||
Free cash flow | $ | 619.9 | $ | 719.0 | |||||||||||||
Debt and capital
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025 and May 2026, providing for a $900.0 million senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan facility. The revolving credit and term loan facilities have a maturity date of May 5, 2030. The term loan facility has required quarterly installment payments of $3.1 million beginning on the last day of the second quarter of 2027 and increasing to $6.3 million beginning with the last day of the second quarter of 2028. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
As of September 30, 2026, total availability under the Senior Credit Facility, including the impact of a financial stand-by letter of credit associated with the Taco acquisition, was $698.3 million. Additionally, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.
In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility was subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.
On September 1, 2026, Pentair, PFSA and Pentair, Inc. entered into a Credit Agreement among PFSA as borrower, Pentair and Pentair, Inc. as guarantors, and the lenders and agents party thereto, providing for a $400.0 million senior unsecured tranche 1 delayed-draw term loan facility (the “Tranche 1 Term Loan Facility”) and a $1.0 billion senior unsecured tranche 2 delayed-draw term loan facility (the “Tranche 2 Term Loan Facility”; together with the Tranche 1 Term Loan Facility, the “Term Loan Facilities”; together with the Senior Credit Facility, the “Credit Facilities”), for an aggregate principal amount of $1.4 billion. The Tranche 1 Term Loan Facility will mature on April 1, 2028, while the Tranche 2 Term Loan Facility will mature on May 5, 2030. The Tranche 2 Term Loan Facility has required quarterly principal installment payments of $6.3 million beginning on the last day of the first quarter of 2028 and increasing to $12.5 million beginning with the last day of the first quarter of 2029. Borrowings under the Term Loan Facilities bear interest at a rate equal to an adjusted base rate or adjusted term secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating. No loans were outstanding under the Term Loan Facilities as of September 30, 2026.
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On September 1, 2026, the aggregate principal amount of the commitments under the Term Loan Facilities replaced the corresponding amount of the commitments in respect of the Bridge Facility in accordance with the terms of the Commitment Letter. As a result, there were no remaining commitments under the Bridge Facility.
On October 1, 2026, upon the closing of the Taco acquisition, PFSA borrowed the full $1.4 billion aggregate principal amount available under the Term Loan Facilities. The proceeds were utilized to finance a portion of the purchase price in the Taco acquisition and pay related fees and expenses.
In addition, Pentair and PFSA were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $1.0 billion and a maturity date of July 28, 2027. In May 2026, PFSA repaid the remaining $575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Credit Facilities. Each of the Credit Facilities contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated cash interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, each of the Credit Facilities provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.
In addition to the Credit Facilities, we have various other credit facilities with an aggregate availability of $21.2 million, of which there were no outstanding borrowings at September 30, 2026. Borrowings under these credit facilities bear interest at variable rates.
We have $6.3 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility. We classified this debt as long-term as of September 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.
As of September 30, 2026, we had $48.9 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
Share repurchases
In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2028. During the nine months ended September 30, 2026, we repurchased 4.0 million of our ordinary shares for $350.0 million. As of September 30, 2026, we had $650.0 million available for share repurchases under this authorization.
Dividends payable
On September 21, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on November 6, 2026 to shareholders of record at the close of business on October 23, 2026. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $43.0 million at September 30, 2026, compared to $44.1 million at December 31, 2025.
We paid dividends in the first nine months of 2026 of $130.8 million, or $0.81 per ordinary share compared with $123.3 million, or $0.75 per ordinary share, in the prior year period.
Under Irish law, the payment of future cash dividends and repurchases of shares may be paid only out of Pentair plc’s “distributable reserves” on its statutory balance sheet. Pentair plc is not permitted to pay dividends out of share capital, which includes share premiums. Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court. Distributable reserves are not linked to a U.S. generally accepted accounting principles (“GAAP”) reported amount (e.g., retained earnings). Our distributable reserve balance was $6.4 billion as of December 31, 2025.
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Supplemental guarantor information
Pentair plc (the “Parent Company Guarantor”), fully and unconditionally, guarantees the senior notes of PFSA (the “Subsidiary Issuer”). The Subsidiary Issuer is a Luxembourg private limited liability company and 100 percent-owned subsidiary of the Parent Company Guarantor.
The Parent Company Guarantor is a holding company established to own directly and indirectly substantially all of its operating and other subsidiaries. The Subsidiary Issuer is a holding company formed to own directly and indirectly substantially all of its operating and other subsidiaries and to issue debt securities, including the senior notes. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the senior notes pursuant to the guarantees, is dividends from its subsidiaries. The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the senior notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer. If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the senior notes or the guarantees.
The following table presents summarized financial information as of September 30, 2026 and December 31, 2025 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the guarantors and the issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.
| In millions | September 30, 2026 | December 31, 2025 | ||||||
Current assets (1) | $ | 0.9 | $ | 3.1 | ||||
Noncurrent assets (2) | 2,504.0 | 2,503.6 | ||||||
Current liabilities (3) | 2,945.1 | 2,310.8 | ||||||
Noncurrent liabilities (4) | 1,689.6 | 1,853.8 | ||||||
(1) No assets due from non-guarantor subsidiaries were included as of September 30, 2026 and December 31, 2025, respectively. | ||||||||
(2) Includes assets due from non-guarantor subsidiaries of $2,498.8 million and $2,503.6 million as of September 30, 2026 and December 31, 2025, respectively. | ||||||||
(3) Includes liabilities due to non-guarantor subsidiaries of $2,882.7 million and $2,235.8 million as of September 30, 2026 and December 31, 2025, respectively. | ||||||||
(4) Includes liabilities due to non-guarantor subsidiaries of $165.6 million and $171.4 million as of September 30, 2026 and December 31, 2025, respectively. | ||||||||
The Parent Company Guarantor and Subsidiary Issuer do not have material results of operations on a combined basis.
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our Annual Report on Form 10-K for the year ended December 31, 2025, we identified the critical accounting policies that affect our more significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the quarter ended September 30, 2026. For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended September 30, 2026 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the quarter ended September 30, 2026 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
(b) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
During 2024, we began a multi-year implementation of our new global enterprise resource planning (“ERP”) system. Ultimately, this ERP system has modernized and will continue to modernize several of our existing operating and transactional financial systems. We believe this implementation will continue to enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes. As a result of this ERP implementation process, we have automated, modified or implemented certain internal controls as appropriate. We will continue to monitor our internal control over financial reporting for effectiveness throughout the remainder of this implementation.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have been, and in the future may be, made parties to a number of actions filed, or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, regulatory or contractual disputes with suppliers, shareholders, customers, authorities or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product liability; claims relating to the use or installation of our products; consumer matters; and employment and labor matters. Refer to “Legal proceedings” within Note 16, “Commitments and Contingencies,” of the condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q, which is incorporated by reference in response to this item, for information regarding legal and regulatory proceedings we are involved in.
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ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025, except for the additional risk factors set forth below.
We may not realize the anticipated benefits of the Taco acquisition and any benefit may take longer to realize than we expect.
The Taco acquisition will involve the integration of Taco’s operations with our existing operations, and there are uncertainties inherent in such an integration. We will be required to devote significant management attention and resources to integrating Taco’s operations. Delays or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition. Even if we are able to integrate Taco’s operations successfully, we may not realize the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits within a reasonable period of time or at all.
We could be subject to new risks, known and unknown, relating to the Taco acquisition.
We may experience risks, losses and damages associated with the Taco acquisition. The risks we could face include the following:
•the Taco acquisition may lead to the incurrence of costs to review, upgrade and integrate Taco’s systems with our compliance and reporting systems, including our systems of internal control over financial reporting. The process of integrating Taco into our internal control over financial reporting could require significant time and effort from our management and other personnel and could increase our compliance costs; and
•the Taco acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Taco, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Taco, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows.
Any of these risks associated with the Taco acquisition could have a material adverse impact on our business, results of operations and financial condition.
Increased leverage may harm our financial condition and results of operations.
On October 1, 2026, we borrowed $1.4 billion to finance a portion of the purchase price for the Taco acquisition and pay related fees and expenses. This borrowing is in addition to the $1,484.1 million of total debt on a consolidated basis we had as of September 30, 2026. We and our subsidiaries may incur additional indebtedness in the future. Future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation:
•we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;
•increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
•our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced;
•our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and
•our flexibility to make acquisitions and develop technology may be limited.
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things:
•to seek additional financing in the debt or equity markets;
•to refinance or restructure all or a portion of our indebtedness;
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•to sell selected assets or businesses; or
•to reduce or delay planned capital or operating expenditures.
Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements. In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.
We may be negatively impacted by litigation and other claims.
We are currently, and may in the future become, subject to litigation and other claims. These legal proceedings are typically claims that relate to our products or services or to the conduct of our businesses and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, shareholders, authorities, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product quality and liability matters; matters arising from the use or installation of our products; consumer protection matters and employment and labor matters. As described in “Legal proceedings” within Note 16 “Commitments and Contingencies,” of the condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q, we are also currently subject to a putative securities class action by shareholders. The outcome of such legal proceedings cannot be predicted with certainty, and some may be disposed of unfavorably to us. In addition to insurance costs rising and insurers decreasing coverage, insurance coverage is not available for some of our claims and may be disputed by carriers in others. While we currently maintain what we believe to be suitable product liability insurance, we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Further, this insurance may not provide adequate protection against potential or previously existing liabilities. In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims. Some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons. In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations. In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts. Successful claims or litigation against us for significant amounts could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information with respect to purchases we made of our ordinary shares during the third quarter of 2026:
| (a) | (b) | (c) | (d) | ||||||||||||||
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Dollar value of shares that may yet be purchased under the plans or programs | |||||||||||||
| July 1 - August 1 | 2,331 | $ | 75.27 | — | $ | 650,004,399 | |||||||||||
| August 2 - August 29 | 1 | 68.89 | — | 650,004,399 | |||||||||||||
| August 30 - September 30 | 2,912 | 59.60 | — | 650,004,399 | |||||||||||||
| Total | 5,244 | — | |||||||||||||||
(a)The purchases in this column include 2,331 shares for the period July 1 - August 1, one share for the period August 2 - August 29 and 2,912 shares for the period August 30 - September 30 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.
(b)The average price paid in this column includes shares deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.
(c)The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our ordinary shares up to the maximum dollar limit authorized by the Board of Directors, discussed below.
(d)In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2028. As of September 30, 2026, we had $650.0 million remaining availability for share repurchases under this authorization. From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.
ITEM 5. OTHER INFORMATION
(c)During the third quarter of 2026, none of our directors or Section 16 officers adopted terminated
43
ITEM 6. EXHIBITS
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Index to Form 10-Q for the Period Ended September 30, 2026
| Credit Agreement, dated as of September 1, 2026, among Pentair plc, Pentair Finance S.à r.l., Pentair, Inc. and the lenders and agents party thereto. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc dated September 1, 2026 (File No. 001-11625)). | ||||||||
List of Guarantors and Subsidiary Issuers of Guaranteed Securities. (Incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended September 30, 2025 (File No. 001-11625)). | ||||||||
| Certification of Chief Executive Officer. | ||||||||
| Certification of Chief Financial Officer. | ||||||||
| Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| 101 | The following materials from Pentair plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months and nine months ended September 30, 2026 and 2025, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months and nine months ended September 30, 2026 and 2025, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information included in Part II, Item 5(c). The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 27, 2026.
| Pentair plc | ||||||||
| Registrant | ||||||||
| By | /s/ Robert P. Fishman | |||||||
| Robert P. Fishman | ||||||||
| Interim Executive Vice President and Chief Financial Officer | ||||||||
| By | /s/ Jennifer M. Hensley | |||||||
Jennifer M. Hensley | ||||||||
Senior Vice President, Chief Accounting Officer and Controller | ||||||||
45
Exhibit 31.1
Certification
I, John L. Stauch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pentair plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | October 27, 2026 | /s/ John L. Stauch | ||||||
| John L. Stauch | ||||||||
President and Chief Executive Officer | ||||||||
Exhibit 31.2
Certification
I, Robert P. Fishman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pentair plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | October 27, 2026 | /s/ Robert P. Fishman | ||||||
| Robert P. Fishman | ||||||||
| Interim Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
Certification of CEO Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Pentair plc (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John L. Stauch, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: | October 27, 2026 | /s/ John L. Stauch | ||||||
| John L. Stauch | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 32.2
Certification of CFO Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Pentair plc (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Fishman, Interim Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: | October 27, 2026 | /s/ Robert P. Fishman | ||||||
| Robert P. Fishman | ||||||||
| Interim Executive Vice President and Chief Financial Officer | ||||||||